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For immediate release
Oritani Financial Corp. (MHC) to acquire Greater Community
Bancorp
November 14, 2007
WASHINGTON TWP, NJ and TOTOWA, NJ - Kevin J. Lynch, Chairman,
President and CEO
of Oritani Financial Corp. (MHC) ("Oritani") (NASDAQ: "ORIT")
the holding
company for Oritani Savings Bank, announced that it has entered
into a Merger
Agreement providing for the acquisition of Greater Community
Bancorp ("Greater
Community") (NASDAQ: "GFLS") by Oritani. Greater Community is
the holding
company for Greater Community Bank. Under the terms of the
Merger Agreement,
Greater Community shareholders will be entitled to receive
$21.40 per share or
$187 million in aggregate deal value. The consideration mix will
be 60% stock
and 40% cash. The exchange ratio for the stock consideration
will equal $21.40
divided by the Oritani market value as defined in the Merger
Agreement, provided
that the exchange ratio shall not be more than 1.4588 or less
than 1.1935.
Charles J. Volpe and Alfred R. Urbano, currently directors of
Greater Community,
will join Oritani's Board of Directors. Anthony M. Bruno, the
Chairman,
President and CEO of Greater Community, has agreed to assist the
combined entity
through closing and will then resign to pursue other interests.
Greater
Community Bank will be merged into Oritani Savings Bank which
will be renamed
Oritani Community Bank.
The combined institution will have $2.3 billion in assets and 36
branches
serving Bergen, Passaic, Hudson and Morris Counties. There is no
expected branch
consolidation. The combined institution has three additional
branches in various
stages of completion.
The Merger is expected to close during Oritani's fiscal fourth
quarter of 2008,
which ends June 30, 2008. Oritani management expects the
acquisition will be at
least 20% accretive to fiscal 2009 earnings per share and 40%
accretive to
fiscal 2009 cash earnings per share. Following the merger,
Oritani expects to
have approximately 42% of its outstanding shares publicly traded
and 58% owned
by Oritani Financial Corp. MHC.
Mr. Lynch said "The acquisition of Greater Community
accomplishes a number of
financial and strategic goals for Oritani. The transaction fully
levers the
capital raised in our initial public offering earlier this year
and provides the
option for the transition to a fully public company at the
appropriate time. The
acquisition is expected to substantially increase our earnings.
On a pro forma
basis, Oritani's deposit mix will shift from primarily time
deposits to
primarily core deposits. Both institutions have a sound credit
culture, a strong
commercial lending staff and have no exposure to subprime
loans."
He also noted: "Both banks' loan portfolios consist primarily of
commercial and
multi-family real estate loans. Greater Community will provide
additional
<PAGE>
commercial banking expertise, products and services which will
allow us to
complete our shift to a full service community bank."
Mr. Bruno stated: "This transaction provides our shareholders
superior value and
will afford the combined institutions significant opportunities
to continue to
leverage the capital and resources to the benefit of both
companies'
shareholders, employees and customers."
Both banks' Boards of Directors have approved the Merger
Agreement. The merger
transaction is subject to regulatory and shareholder approval
and contains other
standard conditions which must be satisfied prior to the
closing.
FinPro, Inc. served as financial advisor to Oritani in the
transaction, and Luse
Gorman Pomerenk and Schick, P.C. served as legal counsel.
Sandler O'Neill +
Partners, L.P. and Th
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